Fooled Around and Fell in Love
by DodgeSuperBee
Summary: Sally's desperate plan to make Lightning jealous utterly backfires, but to her surprise she can live with that. SallyTowMater LightningTia MinnyVan
1. It Was Only a Kiss

_**Setting:** Radiator Springs, a few months after the events of the movie. _

_**Author's Notes:** Lightning fans especially will notice his character resembles the way he was at the beginning of the film. The possibility that he did not truly change for the better is crucial to the plot. Also, all characters are at least 18 years of age, including Mia and Tia._

_**Content:** Sensuality, mild swearing, alcohol use._

* * *

Sally rolled from one end of the Cozy Cone office to the next, fuming to the point that she could feel her rearview mirrors fogging up.

_That no-good, two-timing hotshot!_

She wanted to throw herself down on one of the cushions in her office and have an indulgent pity-fest, but that would accomplish nothing. Besides, never in her time as a successful attorney had she allowed herself to wallow in regret over any professional or personal insult, and she wasn't about to give herself permission to do so now.

Trying to distract herself, Sally surveyed the décor of her office. Most everything was in the shape of a stylized traffic cone, from the clock to the knick-knacks on her desk. A room decorated in such a saccharine-cute style just did not lend itself to her current mood, she admitted. It was difficult to mope in here, and then she remembered something she kept around that definitely did not match the cones. She rummaged in a lower desk drawer with her antenna, finally locating a relic from the long nights she had spent waiting fruitlessly for customers while the motel she'd poured her savings into sat vacant. The expensive liquor had been a reward for a hard-earned legal victory years ago.

Sally took a nip from the bottle, then replaced it in the drawer. This was no time to lose control, but she wanted to steady her nerves. Earlier that evening, the Porsche had chanced upon her allegedly faithful companion, Lightning McQueen, carrying on with not one, but two, of his female racing fans. She had tolerated the twin Miatas when they followed their idol around, but she had also perceived their growing irritation with her presence. Now she knew why.

The night had started out full of promise. It was a warm evening and she had intended to surprise McQueen with a round of oil drinks from Flo's while he practiced his dirt racing up at Willy's Butte. When she had crested the hill to surprise Lightning, she dropped the tray of drinks in shock as she caught sight of him flanked by Mia and Tia, who were each covering one side of his face with kisses. Lightning, for his part, hadn't looked ashamed or the least bit reluctant to accept their attention.

This had been too much, and in that moment of horror, her trust had been irrecoverably shattered. Lightning had assured her the twins were mindless groupies who he only kept around for appearance's sake, and she had gamely agreed to let the Miatas flock after him. This evening, as she had driven right over the paper cups she'd dropped and fled back to town, she had regretted everything. She'd been played for a fool. Lightning had been so engrossed in the twins' attention, even returning their kisses playfully, that he hadn't heard her engine as she departed.

Ironically, he still loved her, of that she was certain. Yet Sally was not about to continue a relationship that was anything other than exclusive, regardless of whatever Lightning might desire. In truth, she had grown tired lately of trying to decipher his every action. Had he been trying to impress her or _them_?

Sally's mind stopped wandering as the neon lights outside abruptly came on. She flipped a switch in her office and the Cozy Cone's glow joined that of the other shops on Main Street. It was now twilight, and as had become a tradition, the local residents and visitors alike slowly cruised to doo-wop music playing over loudspeakers. The Porsche halfheartedly rolled out to the street, but she couldn't bring herself to join the dance and cruised sullenly along out of a grudging sense of obligation. She realized with dismay that her tires were rolling over the road _he_ had made.

"Miss Sally, ya look like you gotta bee in yer bonnet!" laughed Tow Mater somewhere behind her. She turned to find the rusted tow truck clattering along next to Lightning himself. When he noticed how downtrodden she truly looked, his smile vanished and he eyed her curiously, trying to decipher what was wrong. From her longstanding and platonic friendship with Mater, Sally had come to realize that he would never possess a snappy wit but he was quick to catch emotional cues. She wished Mater had been alone, as tonight he would have offered a strong fender to cry on while she unloaded her troubles about their mutual friend.

Sally approached them wordlessly. Lightning flashed the seductive grin she had fallen for in the past, but the neon light reflecting off his hood revealed the many smudges of bumper-polish from the twins' lips. He was oblivious.

"It's probably nothing a little kiss won't cure!" purred Lightning, leaning toward her expectantly.

Sally gritted her teeth and swiveled on her rear wheels away from Lightning and toward his friend. She was aware that the other cruisers had overheard the celebrity racecar and had stopped dancing to stare at the trio. _All the better, _she thought. They had no clue that anything was amiss between the high-profile couple, but that was about to change. Then, though Sally was not typically given to impulse, she did the most vengeful, bitchy thing she could think of.

"That would probably help!" she stammered, and pressed her lips to Mater's. She felt the tow truck freeze in utter surprise, and she closed her eyes and kissed him deeper, her lashes sweeping slowly down his face. Sally was about to open her eyes to enjoy Lightning's reaction when Mater overcame his shock and returned the kiss with a passion that she had never expected.

_Time to end this before I hurt a good friend,_ thought Sally with alarm. _Pull away, gloat at Lightning, and speed off enjoying my newfound independence before he even has the wits to lift his jaw off the ground. _She didn't want to lead Mater on, as she was all too aware he had liked her well before Lightning came to town. She had always gently turned him down the few times he had gathered the nerve to ask her out. _Then why can't I stop myself? _she asked herself helplessly. Her tires seemed rooted to the ground and she realized she wasn't moving anytime soon. She didn't…_want_ to move.

Before Sally could begin to rationalize what was happening, Mater took her front tires between his own and pulled her, willingly, into a tight embrace. Nearly crushed against him, Sally breathed in the heady aroma of grease and the outdoors. She found herself lost in the endless kiss, returning his affection. Her mind was spinning and she could feel her engine running hotter than it ever had when she had kissed Lightning.

"Wow…Mater," she sighed as they finally broke away from each other and she settled back onto her tires. They were still only inches from each other and she was staring deeply into his eyes. Any thoughts of the cars watching them curiously, the street dance and the racecar she had loved were far from her mind. Mater's expression was a mix of awe and confusion.

Lightning cleared his throat. His face had the same look of disbelief he'd shown when Sally had reversed Doc's verdict in court and made him repair the road.

"Tell me," he said, panic rising in his voice, "you didn't…_feel_ anything just now." Sally could tell that Lightning already knew the answer to his question, that he had caught the obvious spark in the kiss he had witnessed.

"Did _you_ feel anything when you swapped spit with the twins?" Sally accused, a snarl rising in her voice. "Because if you didn't, and I don't think you did if you were kissing them _both_, you're just setting them up for heartbreak when you finally choose one of them over the other. Maybe it'll be the same kind of pain I was treated to at Willy's Butte this evening." She realized her words had been unintentionally loud by the looks on the faces of the onlookers. Doc, Sarge, Sheriff, Flo, Red…they had heard – and seen – everything.

Sally felt her face growing hot and she stared at the ground in shame. Lightning turned his eyes accusingly to Mater, who shifted his tires uncomfortably. The realization that he'd just kissed his best friend's girlfriend in plain view of everyone sunk in.

"She done kissed me first!" his friend spluttered, and beat a hasty retreat backwards.

"You gonna follow him?" Lightning asked Sally pointedly.

She sighed. "Goodnight, Stickers. And yes, I am."

As Sally rolled away and the quiet whir of her engine faded in the darkness, Lightning socked the fresh asphalt with a tire nearly hard enough to cause a flat. The aspect of his conscience that had recently made him abandon the Piston Cup victory to do what was right, now left him questioning whether he might have just deserved all this. He had carelessly destroyed his hard-earned relationship with Sally over a throwaway dalliance with the twins. Still, the image of her and Mater, his ex-girlfriend and his former best friend, as a couple was hard to swallow.

Ramone wheeled up to him, a quizzical look on his face. "So, you and Sally are done, man?"

"I don't want to talk about it now," Lightning grumbled, cruising off.

* * *

Sally paused at the faded archway sign leading to Tow Mater's junkyard. She assumed he had sought refuge in his shack. She wanted to catch up with him, but ration won out and she felt it was best to wait until she had better control of her feelings. Her mind was grasping the impact that their kiss would have on Mater's life from this point on. He had not initiated anything, but as a result of her actions, his friendship with Lightning seemed over and his longstanding, innocent relationship with her was in uncertain status. Though it was hard, Sally put herself in reverse and slept poorly back at the Cozy Cone.

* * *

Meanwhile, Tow Mater found sleep elusive as well. Hunkered down in his rickety home just a vacant lot away from Sally's motel, he thought he'd seen the Porsche pass by on the road, but it was too dark to be sure. He had the unpleasant feeling he'd been used tonight, and yet if losing everything meant he'd had Sally's love even for such a fleeting moment, he would do it all over again. 

_I'm pro'lly gonna have me lotsa nights alone to mull this over,_ he thought, _but after we kissed, I could see she was thinkin' of me as more'n a friend._ He just knew that come tomorrow morning, Lightning would be sure to win Sally back with a sweeping romantic gesture and this would all be nothing more than a snag in their courtship. He'd have to resign himself to being the third wheel again. Mater wished the night didn't have to end so soon. He wasn't looking forward to facing the friend he had betrayed, even as his mind kept replaying that magical kiss.

* * *

Surrounded by souvenirs to suit all tastes arranged on racks and shelves, Sally took a sip of the tea Lizzie had graciously brewed. The curio shop smelled faintly musty but homey, and it was one of the many locations in Radiator Springs that invoked in Sally a strong feeling of nostalgia. Generations of travelers had stopped here to rest and browse, wearing shiny tracks into the aged wooden floorboards. 

"So you dumped your sexy hotrod for a tow truck?" Lizzie said, getting right to the point. "C'mon, give me the full dish." This was a particularly lucid day for the grand old lady of Radiator Springs, though Sally knew that wouldn't necessarily mean Lizzie would have any recollection of any of this tomorrow.

"Lizzie, I…" Sally began, absently stirring the oily tea with her antenna. "I've been up most of the night, which left me a lot of time to think. From the day I broke down at the Wheel Well fleeing my old life in Los Angeles and Mater towed me back to town, he and I have always had this playful friendship. I could tell he hoped for more, but I always shot him down. Until last night."

"Well, what made you change your mind?" the grandmotherly car inquired. Late morning sunlight streaming in through the window mingled with dust particles in the air.

"Mostly seeing Lightning making out with the twins," Sally quipped. "Seriously though, Mater's honest and _authentic_ while Lightning doesn't seem to be after all, and what was I seeking out here if not authenticity? Shallowness was a way of life in my old world."

She paused. The next admission was hard to verbalize. "I realize now that until yesterday I hadn't shed the final vestiges of my own superficiality, or I would have realized long ago that Mater and I were meant for each other, even if he doesn't look or act like the type I'd always imagined myself with. As a motel manager, I've had plenty of couples among my renters, but none quite so disparate as a Porsche and a tow truck."

"So you don't need Lightning to fulfill you," Lizzie asserted, trying to catch up with Sally's impassioned words.

Sally sighed. "No, though part of me will always love him. I really thought he'd changed, what with all the efforts he'd made. But what I saw at Willy's Butte shows that he's still enamored with appearances. He thinks he needs three flashy cars as fender candy fawning over him, but he can count me out."

She cast her eyes downward. "I still believe he's good at heart and he's not truly that cocky persona he makes himself out to be. It's just that it will take him many more years and probably a few life-altering events to make the transformation. Maybe he didn't fully awaken at the race when he helped The King."

"Sorry, honey," Lizzie said in quiet reverence. Then she perked up and warned, "You just take good care of our Mater. I always knew his tomfoolery – the tractor tipping, the backwards racing, the mailbox smashing and the rest of his monkeyshines – were his way of filling a void in his life. Now get on out there, missy, and let him know how you feel."

Sally set down the empty teacup. "Thanks Lizzie!" The spindly car stopped her at the swinging doors to the shop and gave her a playful swat.

"So he's really a better kisser than the hotrod?" she cackled. "You still owe me the details on that account!" Sally smiled and left the curio shop.

The sunlight made her eyes sting and she nearly bumped into Lightning, who was talking to Mater in what appeared to be a civil conversation. Well, this was unexpected. One of the twins was caressing McQueen's front fender possessively, and began doing so more aggressively when she spotted Sally. Mater, visibly nervous upon sighting her, looked down at the ground and absently traced a pattern in the dirt with his tire. This was the first time she'd seen him all day, as he'd been out since dawn bringing stranded travelers to Doc's clinic.

"Hi, Lightning," Sally said cheerfully, then to the car hugging him fiercely, "and Mia."

"Tia!"

"Sorry. 'Morning, Tia. Mind if I have a word alone with Lightning?"

The Miata looked insecurely at Lightning, who was already pulling away. He and Sally idled into a nearby alley to talk.

Lightning was careful to speak first. "Look, Sally, I guess the jerk who crashed through town months ago is still wrecking things with wild abandon. You really deserve better and that's why, well…that's why I wouldn't be doing you any favor trying to win you back. You would have been justified replacing me with a Corvette, or a Ferrari, but Mater? C'mon!"

"That's some ugly talk! I'd expect that from the old Lightning," chided Sally. He'd started out so well but that last bit had been unnecessary, and it stung.

A small hint of shame crept across Lightning's face. Sally knew she had been right and any pending maturity was years off. Well, she hoped Tia would enjoy those lovely years with him.

As Sally returned to the street, Lightning whispered, "But you were right and I had no business leading both twins on. It's just me and Tia from now on. Mia took the news well, and she's already pursuing Sarge. She's got her work cut out for her." He muttered under his breath, "Though not half as much as someone else I know."

Sally chose to ignore that jab. They smiled weakly at each other. "There's hope for you yet," she sighed, glad that at least Lightning was making an effort to be sincere to his new girlfriend, however vapid she might be. She locked eyes with Mater, who she hadn't seen all day and had missed fiercely. His face bore a questioning but hopeful look and Sally tried to smile reassuringly, then gave him a quick peck on the bumper.

Tia noticed and rolled her eyes. "Get a room, you two!" she mocked, with more than a hint of venom in her voice.

To Sally's surprise, Mater was quick with a response. "Dadgum, Tia, yer about as bright as a tractor. If me an' Miss Sally wanted a room, heck, she's got like _ten_ of 'em back at her mo-tel." Sally stared at him in wordless shock and waited. When he finally realized what he'd said, Mater looked mortified and glanced at her apologetically while Lightning and Tia snickered.

Sally may have made a tentative peace with Lightning, but if he was going to tolerate this rudeness from the self-centered groupie, she could always fight a little dirty.

"Mmm, Mater," she said, nuzzling his fender, "Great minds think alike. Now that we're together, why _not_ stay at the Cozy Cone? If you want to stay at your junkyard that's fine, but I just thought you might want to stay with me." Mater chuckled, realizing she was rephrasing the prudish invitation she had made to Lightning months before. Sally beamed back at him, knowing that Mater was sometimes quicker to catch on than most cars gave him credit for. Sometimes.

She continued conspiratorially, "Oh, and I mean _with me._ You'd be in your cone and I'd be in the same cone. In our own Cozy Cone." She caught a glimpse of Lightning, who looked beyond annoyed, and Tia, whose jealousy was piqued. "…Getting cozy."

"All right, already!" exclaimed Lightning and Tow Mater, each with different inflection.

"Enough already," muttered the racecar, pulling Tia away.

"Let's go, already!" said Mater eagerly, driving in the direction of the motel. He couldn't wipe the dirt-eating grin off his face as they drove together, so funny had been Sally's monologue. "Dadgum!" he repeated his favorite expression, "Ya know Miss Sally, in some weird way me 'n Lightning are still friends. Dunno how, but he don't blame me for, ah, what done happened last night. He told me so himself before ya joined us."

Sally looked over her fender when they arrived at the Cozy Cone. The two red cars were far away, but still in her direct line of sight, and more importantly, still watching. Satisfied, she closed the garage door to the cone she and Mater had ducked into, then turned to the tow truck. They eyed each other nervously, then Sally gave him a soft kiss.

To her surprise, Mater rolled backward. "Hey, we gotta talk. Makin' Lightning jealous is funny and all, but what's goin' on between us, Sally? I'm still confused as all get-out."

Sally tenderly nudged his tire. "Mater, I never realized until last night but I've started thinking about you in a way I never allowed myself to before. It was tough to break away when I did yesterday and I feel bad for leaving you hanging like that with so many questions unanswered. But I had to give myself time to make sure this wasn't merely lust or some kind of crazy rebound situation." The irony that she was initially drawn to Mater by physical attraction did not escape her.

"Yeah, well, I knowed you was tipsy last night, I could smell the ethanol on your breath." Mater looked unhappy. "And I figgered that was the only reason ya done what ya did."

Sally felt herself growing hot under the hood in embarrassment. "True, Mater, I might have helped myself to the last of a bottle I kept around. I'm not doing that again. I threw the accursed thing away this morning because that's not a part of my actions I'm exactly proud of."

"Well good for you, although I coulda used some'a that right now. So what I've been meanin' to say is, I guess if you're gonna need me around to keep Lightning jealous then I wouldn't exactly object," sighed Mater, completely missing the point. "I wouldn't mind the attention and—" He frowned. "Miss Sally, it's mighty tough to figger all this out when you keep kissin' me." A few seconds passed.

"You just kissed me now even though no one else is lookin'," Mater said in a hushed tone, grasping the implication.

Sally rushed joyfully into his embrace. "Just one thing, Mater, knock it off with the 'Miss Sally' business, okay? It was cute when we were friends, but if I'm going to be your girlfriend it would just plain sound weird."

"Sure thing, Pinstripes," Mater chuckled. He couldn't remember ever having been as happy as he was at this moment, and to think that he'd lost sleep the night before imagining how Sally would break the news that she'd come to her senses and gone back to Lightning!

Sally felt outright dizzy as they made out. Her mind drifted back to the way Mater had, maybe without realizing it himself, drawn her out of her somewhat uppity frame of mind when she first arrived in Radiator Springs. Obviously smitten by her, the tow truck had relentlessly begged her to try whatever passed for fun in the small town.

Finally, she had accepted his invitation while emphatically telling him it did not constitute a date, and for the first time since she could remember, she had found herself really having fun that night. Mater's mischievous ideas of what pranks made for a "good ol' time," in his words, were just a few shades this side of illegal. It was a wonder they'd not been caught, as they'd probably still be in the impound, but that night she might have felt a little drawn to him in spite of herself.

So in response she had slammed on the brakes, reminding herself that Porsches did not fall in love with utility trucks, and had not allowed herself to think of Mater as anything more than a friend.

Now, as if in response to her thoughts, Mater nuzzled her lovingly. "I just wish we'd ended up together like this years ago." He grew serious, almost repeating her thoughts. "I didn't think you was ever gonna be interested in me as anything more'n a friend, so I resigned m'self to knowin' that someday, someone better'n me was gonna come along and win yer heart." He didn't tell Sally, but what had stung most had been the reality that, to Sally, anyone would look better compared to him and that it would only be a matter of time before he lost her to that someone.

"I was pleased for ya when Lightning done arrived," he said honestly. "I thought he was gonna be the one for ya, and I wanted to see my friends happy together."

His words made Sally recall the first-ever street dance, when Mater had almost shyly asked her to cruise. They'd only had a few seconds together, and then at her request he had selflessly delivered Lightning to her after rescuing him from Lizzie's attentions. Likewise, she had surprised herself at how fiercely protective of Mater she had become when she sensed Lightning was not taking his friendship with the tow truck seriously. _Nobody_ was going to set up her friend for disappointment by making false promises about a helicopter ride.

"Well, I'd be lying if I said Lightning and I weren't happy for a while, but I daresay I'm happiest now," murmured Sally, snuggling next to him to talk. Ever the practical one, she began mulling over the way their fledgling relationship would strike the rest of the world.

"You realize, Mater, that the same tabloid reporters that chased me and Lightning around are going to not going to be kind to us."

Mater looked annoyed. "Yeah, somehow I was nothin' but 'that rusty old truck' in all'a them stories they printed in them there fancy magazines. It was always, 'The rookie hotshot, the sexy Porsche and that rusty old truck' in the headlines." He brightened. "Well, let 'em have their fun this time around, 'cause this'll sure throw 'em for a loop!"

"It certainly will," agreed Sally, "and my mind's spinning just thinking about it. Would you like to join me for a drink at Flo's? I think there's a few friends there who are just as curious about us right about now. We'd better set the record straight."

* * *

"Gee Sally," said Mater as he brought her a drink, "I hope Flo's not havin' money troubles with her place. She's economizin' and just gave me one big ol' drink with two straws stuck in it." Sally laughed as Flo winked at them, then delicately pointed out to Mater that they were supposed to share the drink fender-to-fender. He laughed at his mistake before rolling over to Ramone, who punched him in jest and began rapidly questioning him. 

Flo lost no time in approaching Sally. "Now that the fuel's got you talking, just what's going on between you two? Because if my eyes did not deceive me, you and Mater spent some time at the Cone today." Her eyes narrowed playfully. "_Tell me_ you didn't!"

Sally startled. "Oh, ah…no! No, we didn't. I mean, yes, we spent time at the Cozy Cone but we sure didn't…" her voice trailed off and she inwardly cursed the way she babbled when she got nervous talking about herself. "We'll let Lightning and Tia think otherwise, but it's much too early for that. I'm old-fashioned, Mater's a gentletruck despite his occasional crudeness and to be honest, Lightning and I dated for three months and—" She caught herself and smiled wickedly. "I can't share all my secrets. I'll stick with the current situation since it's obvious you won't let me out of here without those details."

As the sports car brought her waitress friend up to date, Mater was perplexed to find himself surrounded by the other guys, most of whom bought him a congratulatory drink.

"You and Sally, man! I never saw this coming!" praised Ramone.

"True love will always win out in the end," drawled a very spaced-out looking Fillmore.

"Of course, I have a little red number in my sights now," said Sarge proudly of Mia, "but the Porsche? What a conquest."

"Hey! She'll hear ya!" Mater worried.

"Yes, that will be enough," warned Doc Hudson, giving Sarge a rare reprimand. Turning to Mater, he gruffly said, "You screw things with Sally up half as bad as Lightning did and you'll find yourself in the tractor pasture with a boot on all four wheels and an angry Frank after you."

Mater winced. The more imaginative and personalized Doc's threatened punishments were, the more serious the former racer was.


	2. Fallout

Doc wheeled away, pausing near Sally. Ever since he had played a role in Lightning's Piston Cup victory, the distinguished old car had made more frequent appearances at the town watering hole, but he nonetheless rarely stayed long. He used a much gentler tone of voice than he had with Mater.

"This was a surprise to me too, Sally. I never thought you'd let yourself love him." Doc left with a kind smile and a wink before Sally could respond.

_How could he possibly have known?_ The Porsche had always thought she'd gone out of her way to hide her true feelings for Mater but Doc had missed nothing. She could always count on him to be mysterious about these matters.

Mater returned to her side, noticeably wobbling. They finished the small amount of the drink that Sally hadn't consumed while talking to Flo, then returned to the Cozy Cone to work in the office. Sally's dual careers always beckoned and she needed to send out brochures about her motels to the local travel agencies, make arrangements to have some electrical work done at the Wheel Well, and type up a few documents regarding a recent case she'd handled in court. Mater kept his CB radio on as always, but no towing requests came through and he was happy to doze until evening, then check in the motel's overnight guests.

Sally tapped the last few keys and proofread her court papers, yawning and satisfied with the feeling of having accomplished a significant amount of work. Her lukewarm cup of tea sat nearby, but its octane and that of its three predecessors could only keep her energized for so long. Then she froze, seeing a slight movement in the darkness outside. She found herself wishing aloud that Mater could be there as her eyes drifted over to the door, which she'd left wide open for any guests.

She dropped the papers and gasped at the sudden apparition of a fanged vehicle just outside the window, then rolled her eyes. "Mater, if you're going to try to scare me, at least think up something new." She was annoyed with herself for falling for the same prank he'd startled her with a few months ago, and because she couldn't help but smile at how funny the tow truck looked with those goofy cones.

Mater grinned at her and popped the traffic cones off his teeth before coming inside. "Anyway, the guests are all checked in," he assured her, trying to pick up the papers dropped during the commotion.

"And I'm all tucked in," said Sally with a wry smile, driving onto her cushion and setting her alarm for an early wake-up. She tossed a key to Mater, who deftly caught it on his tow hook. "That's for Cone Ten. Pity, I had been thinking we could pull the shades and catch a late-night horror movie on TV, but I probably couldn't handle another scare tonight."

Mater's face fell. "If that's what ya had planned, then I s'pose I won't be doin' that again," he said remorsefully, shaking his head sleepily. He leaned over Sally.

"Eww," she giggled. "You're not getting a goodnight kiss, you had traffic cones in your mouth. 'Night!" The tow truck looked a little crestfallen but smiled goodnaturedly as he backed out the door and closed it behind himself, then a few thumps could be heard as he restacked the traffic cones neatly. Sally nestled into the cushion and gave herself a few moments alone with her prayers and personal meditations, as was her nighttime custom.

_You've put yourself in a fine situation,_ she thought, _your new significant other's staying at your motel and so is your ex. Lovely predicament. _There was also the nagging question of why her last two relationships had progressed at such a frenzied pace when she'd been perfectly happy to avoid dating anyone during the preceding years. Too exhausted to dwell on it, she surrendered herself to sleep.

* * *

Flashback: Two months ago 

_The desert sun baked her paint relentlessly. Minny limped alongside her husband, who also plodded through the sand, though he was driven by a crazed and senseless energy rather than any will to survive. They had been lost many weeks in a fruitless search for the Interstate and had not seen a road or another car the entire time, ever since they had left that odd little town where everyone had tried to sell them something._

_Though smaller than her husband, Minny had a lot of strength in her sleek frame and she had held together far better than she'd expected. She had to, for him. Still, their water and fuel had long since run out, leaving them no choice but to shut off their engines and stagger along under their own power, and she now had to acknowledge the reality that they were likely to die together in the wilderness. She could feel the sand in her engine and her axles, slowly grinding away her ability to move. She and Van wore thick blankets of dust that obscured their paint and left them the same dull hue as the desert sand, and a tumbleweed had lodged in Van's rooftop carrier, which he had left open after removing the last of their provisions._

Why have I followed him on this fool's mission?_ she asked herself pointlessly in a burst of anger. Their vacation had started beautifully until they had taken a series of wrong turns and Van had refused to admit they'd gone the wrong way. This was supposed to be the romantic crosscountry drive to see the coast that they'd always promised themselves they'd enjoy together when they saw their last child off to college. Minny puffed along, motivated by fury. She had felt the extremes of hopelessness and desperation, but the anger was something new._

_Van interrupted her thoughts with a maniacal cry. "I was right, the Interstate's right ahead. My GPS..." His voice lilted as if he had no chance of being wrong._

_Minny exploded in a rage. "No Van, that's just more damned sand! We're going to die out here and it's all because I never spoke up even when I knew you were wrong, and now as a result we're going to grind to a halt and bake in the sun and I just wish I could be there to see it when someone finally comes across our dessicated bodies and the autopsies reveal that your GPS is a piece of nonworking crap! You can't admit it that you paid money for something that never worked and never will!" She sank into the sand, exhausted by her endless outburst. Her wheels refused to turn and her vision blurred. So this was how it was going to end. She could feel her mind shutting down like the rest of her body had, and her last thought was whether she might have gone on farther had she not committed everything she had left in her to putting Van in his place._

_With a groan she opened her eyes sometime later. Three red cars stood before her, and one of them was trying to coax her to take some water. Her vision was too blurry to see if Van was still there._

_"My...husband's...out...there," she croaked before sliding into darkness again._

_"Eww, I think she died!" squealed Mia, crowding against Lightning. The racer had taken them out for a trip to see the desert while Sally was preoccupied with overseeing renovations at the Wheel Well. They had just come across the stranded couple, who had been unwittingly heading back toward Radiator Springs after meandering for weeks._

_"No, you lemon. She passed out." Tia said assertively. She nudged the minivan. "But she's close enough to death, and you heard what she said about a husband. You go get Mater and I'll follow these tracks to him." She hoped the tread marks wouldn't lead her to a corpse. Lightning followed her as she found Van behind a rock formation, and he watched incredulously as the young convertible forcibly shoved the minivan back onto his tires, denting her hood in the process. He knew better than to interfere, but he felt nervous watching. Tia's engine was not designed to push other cars._

_"I'm not going to be as pretty as Mia after this," she said, gritting her teeth as she strained against the weight of the larger vehicle, "There! You're up! Now listen, there's only one tow truck and your wife's in greater need. You start rolling." She shoved against the protesting van. Lightning had never witnessed her do anything even remotely altruistic before, and seeing this side of her touched something deep in him. He helped her force the remainder of the water they'd brought along down Van's throat. He was so sunstruck he refused it at first._

_By the time Mater arrived breathlessly with Mia trailing behind, Van was raving slightly less. Lightning lost track of exactly how they made it back to town, but after the couple were delivered to Doc's clinic and the skilled practitioner took over their care, Lightning asked Tia for an explanation of what he'd just witnessed._

_"I was studying to be a nurse," she told him, sounding nothing like the airhead most cars took her to be. "Then Mia convinced me to follow the racing circuit and we had such good times that I forgot about my dream. Lately I've been thinking of going back to school once I have enough in my tip jar at Flo's to cover some courses." Tia awaited Lightning's reaction. She had never told any of her celebrity crushes about her own ambitions, as she didn't think they would have cared._

_"You really should, Tia," advised Lightning, nuzzling her near the fresh dent on her hood. "You were a natural out there."_

_Still feeling the racecar's touch, the Miata was left wondering about more than her career plans.

* * *

_

Present Day...

"I've got to admit, this feels weird having you all to myself without Mia and Sally around," Tia exclaimed. She smoothed a tire over the checkered picnic cloth she'd spread out by the overlook, then snuggled closer to the racecar. "Weird, but nice."

Lightning clutched her tire in his own as he took in the late morning sunshine and slight breeze. No sense in telling Tia how many heartfelt talks he'd had with Sally on this very site. For what seemed like the thousandth time, he pushed thoughts of the Porsche from his mind and found that it was easier than before. She had moved on, and he intended to do likewise. Though he had some lingering guilt over the exact manner in which his first serious relationship had segued into what he had now with Tia, he was determined to learn from his mistakes by being nothing but the faithful mate the Miata deserved.

"Well, I had to boot out the others if I wanted to get closer to you, didn't I?" he joked, hoping his reference to her twin wouldn't offend her. Instead, her smile confirmed the twins' competitive nature. Tia was proud to have won Lightning's attention, and Mia could settle for the consolation prize of chasing after Sarge. That was, Lightning reminded himself, if the Jeep could tear himself away from annoying Fillmore long enough to notice her.

"Of course. Mia's fine with it, really." Tia flinched as a beetle buzzed lazily past her windshield and landed on a desert flower. She looked away from Lightning as she bluntly asked the question that she'd been puzzling over for the last two days.

"What made you choose me, though?" There, she'd voiced it. After she and her sister had left home over the protest of their parents, they'd devoted themselves to following the Piston Cup circuit for the unabashed purpose of dating famous racecars. They were hardly the only groupies the security guards continually attempted to push away, and Tia had become so used to vying for attention that she found the sudden lack of competition over Lightning unnerving.

Lightning gave her tire an affectionate squeeze. "You're cuter than your sister." Tia groaned and shook her tire free, having heard enough twin jokes in her lifetime.

"I'm kidding," Lightning apologized in a more serious tone, "and I probably shouldn't be, because you deserve the truth. I'll admit it was a rush having you both fuss over me, but you've got heart, Tia. You proved that the day you almost killed yourself saving that minivan couple."

"Anyone would have done that!" she retorted, arranging the food and drink she'd brought for their meal.

"No, you're something special and that day you showed me a side of yourself you'd never shared with anyone except your twin." As Lightning spoke, Tia felt somewhat uncomfortable being on the receiving end of praise. As a groupie, she'd always lavished praise, deserving or otherwise, on her crushes, and being genuinely flattered by words about herself was entirely new. Not to mention Lightning was the first guy she'd ever known to take interest in her dreams.

Tia leaned in and enjoyed a long, unhurried kiss with Lightning. She was only two days into it, but she knew she had just started down the road of her first serious relationship.


	3. Not Quite Cozy at the Cone

Meanwhile, Mia gritted her teeth while Ramone made another pass over her with his airbrush. The spray felt cold against her oft-repainted chassis.

"There!" he said with a flourish. "You are one hot camouflaged convertible! Wait until Sarge sees you!" He secretly thought the mottled colors looked ridiculous on the curves of a Miata, but he knew better than to voice his true opinion. In his decades of work, he had certainly had some strange requests for designs, like flames over woodgrain, and he always complied with his customer's desires. He felt it wasn't his job to critique anyone's taste and as often as not he'd get a second commission when the customer returned to fix a previous "mistake."

"Just don't tell anyone you had that work done here," he added under his breath. Ramone bit his lip, thinking that even if he should remain tight-lipped about his thoughts on her new, tacky paintjob, he might be doing Mia a favor by warning that her obvious efforts to seduce the Jeep would not be likely to be met with success. He regarded the newcomer to Radiator Springs with some pity as he began disassembling his paint sprayer and wiping down its components with thinner. After five decades in the small town, few secrets remained for the Impala, but the young and naïve Miata had obviously missed some subtle clues about Sarge.

After preening before the mirror for a few minutes, Mia paid the artist and settled under a drier near the windows to read a magazine. Its feature article, of course, focused on none other than the famous rookie Lightning McQueen's breakup with the beautiful Sally Carrera. A large image of the two together in happier times was made to look as if it were torn in half, with Mater's picture positioned near Sally's. Mia thought it was a shame that nobody had captured a lasting image of the tow truck's awkward kiss with the Porsche on that fateful night, but she imagined that by persisting in their unusual, mismatched relationship, those two would nonetheless provide endless fodder for the tabloids. With the racing season over, Lightning's unexpected breakup might even overshadow his success on the track. Everyone loved a good scandal, and few stories could be more electrifying than racing's greatest newcomer losing his girlfriend to someone Mia regarded as a dumpy, small-town nobody.

A pang of jealousy struck as Mia turned the page to see her own sister's face peering back. Tia was smiling for the cameras, proud to be at Lightning's side as he was seen triumphantly hoisting a shovel at the groundbreaking of his future racing headquarters. Behind Tia's self-assured look was the aura of true affection for McQueen, and she was nestled against his side as though she were afraid someone else—Sally, perhaps, or even her twin—might attempt to move between them. The fierce competition between the twins was finally over, and Tia had landed the celebrity boyfriend, not to mention the first appearance in a magazine for either girl.

"Remember, the sale's final," chirped Ramone as the automatic timer on the drier shut the machine off and Mia made her way toward the exit. She pinched her face together in a sneer, and when it was apparent he had already turned away from her, settled for rolling up his magazine and hastily tucking it behind her rearview mirror before driving out into the blazing sunshine.

* * *

The office phone's sharp electronic ring crackled through Sally's consciousness, awakening her. She blinked in confusion, looking groggily around her familiar office. The Porsche tried to move, but her front tire was locked snugly against Mater's, and the phone was still chiming incessantly. 

"Mater, Sally needs her wheel back," she joked, wriggling free of his dead weight. He smacked his lips a few times but otherwise didn't stir. Swatting a blanket off her roof that she didn't remember slinging over the two of them the night before, Sally fruitlessly begged the caller for more time and made her way to the telephone, crunching spilled popcorn under her tires. Her mind finally sorting out the events of the previous night, she realized that she and the tow truck had fallen asleep in front of the television, and she surmised that Mater must have tucked them in after she'd drifted off against his side.

_Oh well, I would have invited him to stay overnight soon enough,_ she rationalized, lifting the receiver and silencing the television with the remote. It was routine for the tow truck to fall asleep wherever he tired out, but she held herself to higher standards, even if she found his unkempt habits amusingly cute.

"What does someone have to do to get a room around here?" inquired the voice on the other end of the line. Sally rubbed her eyes with her antenna, reaching for a glass of cola on her desk. It had gone flat, but she needed it to find her voice.

"Dad?" she asked, recognizing the impatient tone immediately. Across the room, Tow Mater rose sleepily to his wheels, wiping a thin line of oily drool off his bumper with a tire.

"The one and only. Your office was closed, and your mother and I wanted to see you." The Porsche gulped as a gray car jiggled the door handle a few feet from her desk. How had she not realized he was calling from just outside? Scowling, she opened the door, regarding her parents frankly as their eyes darted questioningly around the room, already knowing she was not alone. Both had doubtlessly learned of her relationship with Mater from the tabloid accounts, and their silence in the ensuing weeks had unnerved Sally. She had even called and left several messages at their home, but no reply had been forthcoming. It was their custom to respond with initial silence to any of her actions of which they disapproved, and evidently they preferred to confront her directly, even making the trek eastward this time.

"For Heaven's sake, Sally, you're sharing a bed with him already?" scolded her mother, unable to help herself any longer and looking down her hood with disapproval at the flecks of rust scattered on the sleeping mat around the tow truck. Mater opened his mouth to speak up in their mutual defense, but Sally cut him off.

"Mother and Father," she began in a forced friendly tone, feeling for all the world like a teenager caught experimenting with romance, "this is Tow Mater, and yes, we're together, but contrary to what you might think, we're not—"

"Nice to meet you, Mater. I'm Drew, and this is Gina." The gray Porsche extended a tire so new that Mater could still see the thin, hairlike strands extending from its edges. He shook Drew's tire nervously, his eyes meeting the older car's. The Porsche smiled cordially, but the tow truck still felt inadequate, sensing that Sally's father was scrutinizing him and not liking what he saw.

"Howdy, Mister Carr—er, Drew," he said, tripping over his words like broken chunks of asphalt. "Me an' Miss Sally was just wakin' up, so fancy meetin' ya here." He missed Sally's frown behind him, but the unblinking gaze of her parents made him aware he had doubtlessly not said the right thing, and he excused himself with a feebly-worded line about tending to his junkyard and rolled out, hating himself for being intimidated so easily.

Gina Carrera shook her cab. "Sally dear, I can't imagine what it must have been like having Lightning leave you for those dreadful groupies, but your father and I had to come here to prevent you from making a terrible mistake."

"I've made my own decisions for years now," Sally countered, holding steadfast. "Admittedly I'm asking for it from the press by doing this, but Mater and I are in love and I'm no longer worried who approves." Her mother sighed unhappily.

Drew lifted a kitschy plastic clock from the desk. How proud he had been when his daughter had joined the prestigious law firm back in Los Angeles, and on his first tour of her office, he had seen the shiny mahogany desk where she worked overlooking the cityscape. Her office had been lined with shelves of leather-bound books, brass wall hangings, and the framed, matted diplomas that hung in testament to her education. The only element of that life that had been transferred to her current office was her law school certificate, looking out of place on the wall amidst the tasteless décor. Everything in the new office was plastic, vintage, and tacky, from the scarred desk to the magnet-covered filing cabinet to the overdone traffic cone theme. The whole place was a monument to middle-class mediocrity of half a century ago, and his daughter was the caretaker. Could she really be content with this new life, cleaning motel rooms and keeping watch at the desk?

Absentmindedly turning the clock in his tire, Drew dwelt on the reality that it had been several years since his only daughter had left the city for this tiny speck of a town that most mapmakers no longer felt significant enough to include in their work. She had burnt out on fast-paced life quite early, but at least she had, until recently, held to some vestiges of her profession by serving as the town's attorney and eventually dating a respectable, well-liked racecar whose image propelled her into the national spotlight. Her latest decision to drop McQueen for Mater had floored him.

Drew replaced the timepiece on the table with a solid thump. "Sally, I'm not doubting how you feel about Mater but I can't say I approve. Sometimes it takes someone from the outside looking in to see that you're not cut out for each other. Look at you. You're ambitious, hardworking, a real go-getter." Sally had to smile briefly at his endearing praise, but her happiness faded as she knew what was coming next.

"And look in contrast at him. He can't be bothered to fix his own rust problem and he lives in a junkyard."

"I'm the _proprietor_ of a _small business,"_ Mater's voice came plaintively from the doorframe, where he stood anxiously. Sally blinked in surprise, both in seeing he hadn't gone far and at his use of something approaching eloquent speech.

"I have nothing against you," Gina said, addressing the tow truck, "but what can you truly offer my daughter? You two come from very different highways of life." She turned back to her husband. "Please think about it, okay?" Sally sighed.

"Yes, mother, I'll think about it but I can assure you I've already done so extensively." She slid a key across the desk, hoping her parents would discover how worn out they were from their drive and settle in their room where they could do no more harm. "Cone Eight." Mater grinned self-deprecatingly as she practically crashed against the door once her parents had grudgingly left.

"Dang, I kin't make a good impression if I fell in wet cement, kin I?" he asked, his voice melancholy. Sally peered through the slats of the blinds as her parents disappeared into their Cone, then gave the cord an impulsive tug, closing off the view from the window. She paused in front of Mater, smiling at him reassuringly.

"Don't worry about any of that," she soothed, "I knew they'd show up here sooner or later on a noble crusade to save me from myself. I don't think they'll _ever_ think anyone's good enough for their little girl, as they still persist in calling me." The tow truck chuckled, and she continued. "Their approval of Stick—er, Lightning was far from complete, from what I could tell. My dad kept warning me about him already being married to his sport and not having enough time for a serious relationship, and that he wasn't convinced that Lightning wasn't still the obnoxious braggart he'd seen interviewed on TV."

"Too bad my folks ain't around no more," mused Mater, "ya mighta liked 'em. All they said fer me tuh do was tuh find me a purty gal with a good heart. Oh, an' they said it'd be a bonus if she had good towin' capacity." Sally's eyes widened in bemusement and he shrugged his fenders. "It's a truck thing, ya wouldn't git it." She _didn't_ get it, so she changed the subject.

"My parents can't control a thing I do," Sally insisted, her voice firm, "and somehow all their efforts to turn me off from you only had the opposite effect." She pressed her lips against Mater's, and in response he eagerly pulled her sleek, curvy frame closer to his battered and rusted body. Imagining how Drew and Gina would react if they had any idea what she was doing at that very moment, she found herself backing a very willing Mater closer against the wall. Both tilted their cabs slightly, enjoying the finer intimacies of kissing.

Mater's eyes frequently met Sally's, as if seeking approval before each kiss he initiated. _He's afraid,_ Sally acknowledged, _both because that confrontation was so awkward for him and… _She grasped onto another fact. _Mater's afraid to get too close to me because he still believes I'm not even dreaming of taking our relationship farther than where it is now._

"Sally…" Mater breathed, wanting to utter any other words than the ones that were forming in his mind, while feeling her touch move farther than he had dared to take liberty with her. _Crud._ He jolted backwards, breaking their contact and leaving her startled.

"Mater, what's…" her voice trailed off, and Sally's beauty struck the tow truck as especially poignant at that moment as she stood before him, her hood flushed. He was forced to look away, his own face burning.

"I, I…shucks, I'm sorry, but I kin't do this right now." He added softly, "an' I think yer only doin' it 'cause yer mad at yer folks." Finding his courage, he did the last thing he wanted to and drove swiftly out, swinging the door behind him, leaving Sally stunned and frozen, staring at the empty walls around her with their inane cone-patterned paper.

* * *

_Author's Note: Thanks to Twilit-Violet for beta-reading this chapter!_


	4. Reconciliation and a Renewal

"Fillmore," growled Sarge while the two stood in their usual place under the canopy at Flo's that evening, "usually you're the one who has me confirm whether you're just imagining things, but for once _please_ tell me my eyes are playing tricks on me and I'm not really seeing _this."_ The Jeep scowled in distaste as Mia coasted up to him, a tray on one side of her cab and an absolutely ridiculous camouflage paint scheme in place of her usual red paint. She opened her mouth to take his order, smiling sweetly as though nothing were out of the ordinary, but the apoplectic veteran could take the insult no more.

"Young lady, what business do you think you have wearing those colors like they're the latest fashion statement?" He almost spat, he was so upset. "That camouflage saw our great nation through hard-won battles, it's not there for you to wear until you change your mind and paint yourself namby-pamby pink next week!" He swerved around, leaving a sharp skid on the pavement from his deeply-treaded tires.

"This," he bellowed, gesturing to the chevron on his side, "and this," indicating the star on his hood, "were _earned!_ You can't haphazardly don military insignia and colors, it's utterly disrespectful. Now I suggest that you take your lunch break early and have Ramone restore your look to more fitting colors for a girl who's never set tire on rough terrain." As the words spilled from his mouth, Mia's eyes grew wide and pooled with tears. She hadn't expected this in the least and had spent considerable time and expense on her plan to get the veteran's attention. Surprising even herself, she sniffled and sped off, the tray still clipped to her side and rattling in the breeze.

"That was harsh, man," chided Fillmore. "She might've been wearing those colors to be ironic, you know, the way young radicals did back in our day." The Jeep regarded him with disbelief, and the bus added, "besides, I think she did it to impress you."

"In that case, she failed miserably!" stated Sarge unapologetically. "I've never approved of military colors being worn inappropriately to prove a point, anyway. Why not just burn a flag while she's at it?"

Fillmore shook his cab. "I was also gonna suggest that you didn't have to shoot her down on my account," he said cautiously.

Sarge raised an eyelid. "Oh, so you think _you_ factor in to this?"

_Yes, and more than you'd ever be willing to admit,_ the bus thought.

* * *

A few days later saw Mater and Sally rolling slowly down the corridor of Carburetor County's only hospital, past closed doors to patient rooms. The silence between them was uncomfortable, even if it seemed appropriate for a hushed medical setting. In recent days, neither had done much to acknowledge what had drawn them together in the office, nor what had stopped them from taking their relationship further. For Sally, these hospital visits had become a weekly ritual, though not one that brought her any peace of mind or sense of accomplishment. She had always come alone, but today she had told herself that if Mater was going to be part of her life from this point onward, he should see all aspects of it, including this.

"I don' git it, Sally," Mater finally spoke up. "Them vans came to town _once_ an' made fun of everythin' in it, or at least the Mister did. The Missus just looked like she was skeert to speak up to him. So why are ya keen on visitin' 'em so often?"

"It's not easy to explain," Sally admitted, "but I feel some responsibility for them. They were our first visitors in over six months and we let them down big time."

"As I recollect, they wouldn't _accept_ yer help!" Mater countered, though the Porsche just looked at the black and white tiled floor before knocking skittishly on a sturdy oak door. A feminine voice invited her in, and Minny was up on her tires in bed, looking considerably better than the last time Sally had seen her. There were far fewer tubes and wires running under her hood, and the minivan was clearly a healthier, bubblier car compared to the weak vehicle Sally had last spent a tense half hour with.

"Oh, hello there," she greeted the sports car, as warmly as though she was home in her kitchen and about to offer her guests a tray of homemade cookies. Her eyes strayed to the tow truck behind Sally. "I see you brought a friend this time, didn't you? It's so nice to come and visit me. With my family so far away, I haven't had many visitors." She said the last part for Mater's benefit, as Sally already knew the minivan was struggling with loneliness as well as uncertainty over her condition. Her husband had been forced to travel back home and resume his job so the couple could afford Minny's hospital bill.

Feeling pained, Sally extended a tire and squeezed Minny's wheel in her own. "Has there been any word on improvement? You look better," the Porsche asked cautiously.

A look of concern, for Sally's feelings more than her own, and disappointment crossed the purple van's face as she shook her cab.

"Not much, dear. I'm afraid the doctors are concerned my engine suffered more damage than they thought. My fluid levels were quite low when we were finally discovered." She tugged the blanket tighter around her wheels and gripped Sally's tire tightly. "Please stop blaming yourself, dear. You tried to help us. It's just that Van, Heaven help him, can be so obstinate. He wouldn't have taken that map if you'd pinned it under his windshield wiper."

"Maybe," said Sally, her voice sounding far away. They turned the conversation to lighter topics, but all she could imagine was the sketchy prognosis and its implications for Minny. The optimistic homemaker had dreamed of one day seeing the vastness of America, and now her wanderlust had nearly cost her her life. Van had been released after only a week in the hospital once the medical team had ascertained his engine was solid, but his wife's condition had stagnated and then faltered in recent weeks. Sally knew that Van bore most of the guilt for allowing the pair to become hopelessly lost, but she felt just as responsible.

Late that night, Sally was up late typing a purchase order for new fixtures at the Wheel Well. The door swung open and Mater drove inside, clutching a carafe in his tow hook. _Oh, thank goodness. This talk was so overdue._

"I brewed ya some octane if yer gonna be burnin' the midnight oil," he said, taking some mugs from a shelf and setting them down on the desk. Sally smiled even as he splashed some of the beverage on the wooden surface. "Yer workin' too hard, but I really wanted to ask ya why ya've been so quiet since we left the hospital."

Sally's tire shook while she sipped the overly-hot drink. "I'm not sure anymore, Mater. We're being mocked mercilessly by the tabloids like I thought we would, my parents are staying a few doors down and they can't accept us, and do you know what's worst of all? A map costs fifteen cents to print."

"Huh?" inquired Mater, perplexed.

"Fifteen cents." Sally's cab grew heavy and she rested it against Mater's side, one eye on the literature rack nearby stuffed with maps like the one she hadn't seen fit to give the lost vans. "That's all it would have cost me to pass a map to Minny when she gave me that helpless look. Instead, I was so disappointed they brushed us off that I let them go on to their fate. I had no idea."

Mater lifted a tire and held it soothingly against Sally's smooth side, daring to caress her a little. "Aw, it's okay and it ain't yer fault. Ya didn't know she was gonna git lost or ya wouldn't have let her go. I know ya too well." His towing boom lowered a few inches while he lost himself in old memories.

"I once made a purty bad mistake m'self," he offered, gaining the Porsche's attention. "Doreen. Back when we was younger me an' her was the talk of the town, an' everyone thought we'd be together till the end of time. She weren't too keen on stayin' in sleepy ol' Radiator Springs so ya know what I told her? I said if it was meant to be, she'd move on an' see the world, an' I'd wait right here fer her until she'd seen it all an' was ready to come back." He snorted once. "An' she did move on to bigger an' better things, or should I say bigger an' better _Al._ He was my best friend, a huge guy with monster truck tires that everyone wanted to be just like. I found 'em together right as I was fixin' to ask Doreen to be my wife."

From within his embrace, Sally blinked in disbelief. "So that's what happened. I knew you didn't like to talk about how things ended between you two." She felt him swallow hard.

"That weren't even my biggest error," Mater suddenly spoke up. "After she done left me, I swore I'd have my best friends fer life an' I was sure gonna have me some fun, but I wasn't gonna git that close to a gal all romantic-like ever agin." The Porsche thought she detected a blush under his layers of rust. "Then ya came along an' now I ain't so sure. It's just that it's been so long, an' even if ya had agreed to go out with me long ago, I woulda been too skert to make anythin' of it." Mater shook his cab and hurriedly left for his Cone, hoping that his admission had made Sally understand she was not the only one who had ever made a life-altering mistake.

"Mater…" Her voice stopped the tow truck in the doorway of the office and he turned toward the Porsche once more. "It's not easy making up for what went wrong, but I'm trying. Give me enough time to see Minny leave the hospital and then, if you still feel like your decision was a mistake, let's fix that too."

* * *

Many miles away at the county hospital, Minny watched from her bed as the helicopter bumbled past her window, receding into the night sky as it made its way over the desert sands in search of an ailing vehicle. When its lights were no longer visible she turned her attention back to the scrapbook on the bed before her.

Good old Van. Everyone had told them he should have been called Moving Van, for he had barely been able to settle down in one place long enough to eke out a living and raise his children with her. She imagined it must have been quite hard for him to set aside his road atlases and maps and report instead to work at his office everyday when he'd rather be on the open highway like the company's semi trucks. He had admitted more than once that he envied the haulers that he saw leaving through the gates each day, stocked with goods and bound for adventure.

Minny had always pictured herself surrounded by children, and sure enough by the time she'd hit middle age she had raised three wonderful minivans, each with a separate life and budding career of his or her own. Her house, hundreds of miles away now, was packed with their portraits, trophies and other mementoes of youth that she hadn't had the heart to ship off to them even if it would have given her and Van more space.

A soft knock at the door caught her attention and she called for her visitor to enter. _This can't be Sally again tonight, could it be…_

"Van!" She caught a brief glimpse of her husband, looking fully recovered and energetic, before his image was flooded by her grateful tears. "You don't know how badly I wanted to see you!" Van lowered on his shocks by her bed so he could be closer to her, and Minny continued. "I'm sorry I was so upset with you the day we got lost." She turned away from him, seemingly taking a sudden interest in the heat register on the wall. "I was pretty mad at you for the whole ordeal until just now," Minny added guiltily, "and I stayed that way until it struck me that you were only following dreams you'd put aside for years."

"I was following them at the expense of our safety," Van corrected her, showing her a small gadget he'd unhooked from behind his sideview mirror. "Never again. I took your words to heart and installed a real working GPS system and I'm determined we're going to get you good and healthy to go out on the road again."

Smiling at each other through eyes that became so watery that both needed to activate their windshield wipers, the two vans talked into the late hours of the night, ignoring entirely the hospital rules regarding visitation hours.

* * *

Clutching the packet of papers tightly to her frame, Tia paused with trepidation just before reaching the registrar's office and looked back at Lightning for confirmation.

"I…I'm just not _sure_ about this," she whimpered, though she wanted nothing more than to slide the papers across the counter and officially enroll at Carburetor County Community College's nursing program. "I'd be enrolling on your dime and then I'd owe you." Strangely, she had never before had had any qualms about allowing a romantic interest to fund her lifestyle if he was willing, but now that she was with McQueen she found herself thinking differently.

"We talked about this," the racecar reminded her. "I'd love to see you chase this dream and succeed. You won't owe me _anything,_ and don't forget your earnings from Flo's are paying for most of this. I just helped out because I could. It's a favor to a friend and nothing more."

Moments later as they shopped for the textbooks her courses would require, Tia felt as though her existence was becoming more legitimate with each passing moment. Had it not been for McQueen's encouragement, which had bordered on insistence that she seriously consider the program, she would not likely have pursued it at this point in her life.

* * *

_Author's Note: Thanks again to Twilit-Violet for beta-reading this chapter!_


End file.
